On March 10, the securities regulatory authorities in Alberta, Manitoba, Saskatchewan, Ontario, Quebec, New Brunswick, and Nova Scotia published a report outlining key trends from a recent review of public disclosure regarding women on boards and in executive officer positions as required by Form 58-101F1 Corporate Governance Disclosure (the disclosure requirements) of National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101).
The review was completed for the purposes of identifying key trends based on a review sample of 610 issuers that had year-ends between December 31, 2019 and March 31, 2020 (Year 6) and filed information circulars or annual information forms by November 30, 2020. The following key trends were observed:
- Twenty percent of board seats were held by women; however, this number tended to increase with the size of the issuer and varied by industry.
- Seventy-nine percent of issuers had at least one woman on their board, however, 127 (21%) issuers had no women on their board.
- Six percent of the board chairs were women.
- Thirty percent of vacated board seats were filled by women.
Executive officer positions
- Five percent of issuers had a woman chief executive officer (CEO).
- Fifteen percent of issuers had a woman chief financial officer (CFO).
- Sixty-five percent of issuers had at least one woman in an executive officer position.
- Twenty-six percent of issuers adopted targets for the representation of women on their board.
- Four percent of issuers adopted targets for the representation of women in executive officer positions.
Term limits and other mechanisms of board renewal
- Twenty-three percent of issuers adopted some form of director term limits (alone or with other mechanisms of board renewal).
- Thirty-four percnet of issuers adopted other mechanisms of board renewal, but did not adopt term limits.
- Thirty-nine percent of issuers disclosed that they did not have director term limits nor had they adopted other mechanisms of board renewal.
- Fifty-four percent of issuers adopted a policy relating to the representation of women on their board.
Given the results, the CSA will be considering its role in the broader diversity conversation.
For a full copy of the notice: https://www.osc.ca/sites/default/files/2021-03/sn_20210310_58-312_staff-review-women-on-boards.pdf
For more information, please call Barbara Hendrickson at BAX Securities Law (647) 403-4606.
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